Randall S. Dearth
STEPANAbout Randall S. Dearth
Randall S. Dearth, 61, has served on Stepan Company’s board since 2012 and is slated to serve through the 2027 term. He is an independent director under NYSE standards and brings global chemical industry leadership from prior CEO roles at GCP Applied Technologies, LANXESS Corporation, and Calgon Carbon Corporation; since February 2025 he serves as an Advisor to SK Capital Partners after serving as Senior Director there from 2021–January 2025 . The Board has elected Mr. Dearth to succeed Edward J. Wehmer as Lead Independent Director effective at the 2025 Annual Meeting, reinforcing independent board leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GCP Applied Technologies Inc. | President & CEO | Aug 2019 – Sep 2020 | Led publicly listed specialty chemicals company |
| GCP Applied Technologies Inc. | President & COO | Sep 2018 – Aug 2019 | Operational leadership prior to CEO role |
| LANXESS Corporation | President & CEO | Not disclosed | Global chemicals leadership |
| Calgon Carbon Corporation | President & CEO | Not disclosed | Global activated carbon/treatment systems leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SK Capital Partners, LP | Advisor | Feb 2025 – present | Private investment firm; chemical industry focus; advisory role |
| SK Capital Partners, LP | Senior Director | Jan 2021 – Jan 2025 | Senior advisory capacity |
Board Governance
- Independence: The Board determined Mr. Dearth is independent under NYSE and company guidelines; all members of standing committees are independent .
- Lead Independent Director: The Board has elected Mr. Dearth to succeed Mr. Wehmer as Lead Independent Director at the 2025 Annual Meeting; the LID presides over executive sessions and liaises with the Chair and CEO on agendas and evaluations .
- Attendance: In 2024, the Board met 6 times; all directors attended more than 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions: Six executive sessions of independent directors were held in 2024 .
| Committee | Role (Dearth) | 2024 Meetings | Key Oversight Scope |
|---|---|---|---|
| Compliance Committee | Chair, Member | 5 | Legal/regulatory compliance, ethics, EHS, data privacy, anti-corruption; risk mitigation within scope |
| Audit Committee | Member | 5 | Financial reporting integrity, ICFR, auditor independence, related-party review, risk oversight; Audit Committee identified Burgess and Wehmer as financial experts . Dearth listed in the Audit Committee Report roster . |
| Human Capital & Compensation Committee | Member | 9 | Exec comp, equity plans, director pay, succession, human capital management |
| Nominating & Corporate Governance Committee | Member | 5 | Director nominations, governance guidelines, Board evaluation, committee assignments |
Fixed Compensation
| Item | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $100,000 | Standard non-employee director retainer for 2024 |
| Compliance Committee Chair Fee | $20,000 | Chair add-on for 2024 |
| Total Cash Fees (2024) | $120,000 | Mr. Dearth’s cash compensation reported in Director Compensation Table |
- No meeting fees are paid; additional chair fees exist for Audit, HCCC, Compliance, and Nominating committees; LID receives $20,000; Non-Executive Chair receives $225,000 .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Stock Award (2024) | May 2024 | 1,396 | $124,984 | Vested upon grant | Shares determined by dividing $125,000 by $89.53 (avg. of opening/closing price) |
- Plan design and safeguards: Non-employee director awards may vest on the earlier of one year from grant or the next annual meeting ≥50 weeks after the prior one; plan caps non-employee director compensation at $500,000 per calendar year ($1,000,000 for a non-exec chair) .
- No option grants were made to non-employee directors in 2024; annual equity was delivered as stock awards only .
Director equity is not tied to performance metrics; awards are time-based and vested upon grant in 2024, which simplifies alignment but reduces explicit pay-for-performance linkage for directors .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Dearth in the 2025 proxy biography |
- Compensation Committee interlocks: None of the 2024 HCCC members (including Mr. Dearth) were officers/employees of the Company; no interlocking relationships were reported .
Expertise & Qualifications
- Global chemical industry CEO experience; strategic and operational leadership across multiple chemical businesses .
- Compliance and risk oversight credentials as Chair of Compliance Committee (EHS, ethics, anti-corruption, data privacy) .
- Financial literacy as an Audit Committee member; all Audit members are financially literate (Burgess and Wehmer designated financial experts) .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Noted Components | Ownership Policy Compliance |
|---|---|---|---|---|
| Randall S. Dearth | 12,944 | ~0.06% | Includes 1,338 shares credited in the Directors Deferred Compensation Plan | All non-employee directors are in compliance with stock ownership requirements (5x the annual retainer) |
- Basis for %: 22,554,929 shares outstanding as of Mar 3, 2025; 12,944 / 22,554,929 ≈ 0.06% . Stock ownership policy requires holdings equal to 5x the $100,000 retainer for directors; compliance reviewed annually and currently met .
- Hedging/short-selling is prohibited under the Insider Trading Policy; pre-clearance and trading windows apply to directors .
- Pledging: Ownership footnotes flag pledged shares if applicable; Mr. Dearth’s footnote lists deferred plan shares and does not disclose any pledged shares .
Governance Assessment
Strengths
- Independent director with 13 years of board service (since 2012) and elected to serve as Lead Independent Director in 2025, enhancing independent oversight and executive session leadership .
- Chairs the Compliance Committee and serves on Audit, HCCC, and Nominating committees; committees are fully independent with robust meeting cadence in 2024 (Audit 5, Compliance 5, HCCC 9, Nominating 5) .
- Strong attendance culture: all directors attended >75% of Board/committee meetings; six independent-director executive sessions held in 2024 .
- Director pay structure uses a balanced mix (cash retainer + equity), capped by plan limits; use of independent consultant (Exequity) for board pay benchmarking .
- Ownership alignment: 5x retainer guideline; all non-employee directors currently compliant; hedging and short-selling prohibited .
Watch items
- Private equity advisory role (SK Capital Partners) in the chemicals sector could present potential perceived conflicts if SK portfolio companies transact with Stepan; independence was affirmed and no related-party transactions involving HCCC members were reported in 2024. Monitor for any future related-party approvals and disclosures .
- Director stock awards vest upon grant (in 2024), which may reduce explicit performance linkage for directors relative to performance-vested equity; mitigated by ownership policy and compensation caps .
- Related parties: The only related-person transaction disclosed pertains to an executive officer related to the Non-Executive Chair; none indicated for Mr. Dearth .
Citations
- Biography, age, tenure, external roles, qualifications:
- Independence determinations:
- Board leadership and LID transition:
- Committees, meeting counts, and scopes:
- Attendance and annual meeting participation:
- Director compensation structure, fees, and equity awards:
- Equity plan safeguards and limits:
- Ownership table and footnotes:
- Compensation consultant and board pay process:
- Interlocks and related party review: